WD 40 CO — Director's Dealing 2017

Oct 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WD 40 CO (WDFC)
CIK: 0000105132
Period of Report: 2017-10-09

Reporting Person: RIDGE GARRY O (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-09	Common Stock	A	4434	—	Acquired	92306.132	Direct
2017-10-09	Common Stock	A	4765	—	Acquired	97071.132	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12419.372	Indirect

Footnotes

F1: Restricted Stock Units (Common Stock equivalents) were granted pursuant to the WD-40 Company 2016 Stock Incentive Plan. The Restricted Stock Units (RSUs) will be settled solely with Issuer Common Stock upon an annual vesting schedule as provided for in the Award Agreement for the RSUs as follows: 34% not later than November 15, 2018, 33% not later than November 15, 2019, and 33% not later than November 15, 2020.

F2: Acquisition of additional vested Market Share Units (Common Stock equivalents) upon certified performance vesting of Market Share Units (MSUs) awarded to the reporting person on October 13, 2014. Vested MSUs will be settled solely with Issuer Common Stock not later than November 15, 2017.

F3: Total includes 1,251.132 shares held in WD-40 Company Profit Sharing Plan (Company Stock Fund) account. Total also includes 19,054 RSUs, of which 13,170 are subject to future vesting, 4,418 MSUs (target number) awarded to the reporting person in 2015, all of which are subject to future vesting, 9,530 vested MSUs, and 967 vested Deferred Performance Units (Common Stock equivalents). MSUs (which are performance-based equity awards) that were granted to the reporting person on October 11, 2016 and October 9, 2017 are not reported herein as beneficially owned Common Stock equivalents.

F4: The reporting person disclaims beneficial ownership of these shares and this report of indirect beneficial ownership shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of such shares.